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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the Quarterly Period Ended March 31, 2002

or

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 1-10934

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ENBRIDGE ENERGY PARTNERS, L.P.(Exact name of Registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

39-1715850(I.R.S. Employer
Identification No.)


1100 Louisiana
Suite 3300
Houston, TX 77002(Address of principal executive offices and zip code)

(713) 650-8900(Registrant's telephone number, including area code)

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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes ý    No o

The
Registrant had 31,313,634 Class A Common Units outstanding as at May 6, 2002.

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TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION



|Item 1.                    |  | Financial Statements                                                                           |  |   
|-------------------------- |  | ---------------------------------------------------------------------------------------------- |  | --
|                           |  | Consolidated Statement of Income for the three month periods ended March 31, 2002 and 2001     |  | 1 
|                           |  | Consolidated Statement of Cash Flows for the three month periods ended March 31, 2002 and 2001 |  | 2 
|                           |  | Consolidated Statement of Financial Position as at March 31, 2002 and December 31, 2001        |  | 3 
|                           |  | Consolidated Statement of Partners' Capital for the three month period ended March 31, 2002    |  | 4 
|                           |  | Notes to Consolidated Financial Statements                                                     |  | 5 
|Item 2.                    |  | Management's Discussion and Analysis of Financial Condition and Results of Operations          |  | 8 
|Item 3.                    |  | Quantitative and Qualitative Disclosures About Market Risk                                     |  | 11
|PART II. OTHER INFORMATION
|Item 1.                    |  | Legal Proceedings                                                                              |  | 12
|Item 6.                    |  | Exhibits and Reports on Form 8-K                                                               |  | 13
|Signature                  |  | 14                                                                                            

This Quarterly Report on Form 10-Q contains forward-looking statements. These statements are based on the beliefs of Enbridge Energy Partners,
L.P. (the "Partnership") as well as assumptions made by and information currently available to the Partnership. When used in this document, the words "anticipate," "believe," "expect," "estimate,"
"forecast," "project," and similar expressions identify forward-looking statements. These statements reflect the Partnership's current views with respect to future events and are subject to various
risks, uncertainties and assumptions including:



If one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this
Form 10-Q. Except as required by applicable securities laws, the Partnership does not intend to update these forward-looking statements. For additional discussion of such risks,
uncertainties and assumptions, see the Partnership's 2001 Annual Report on Form 10-K.

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PART IFINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENBRIDGE ENERGY PARTNERS, L.P.        CONSOLIDATED STATEMENT OF INCOME

|                                              |                               | Three months ended March 31, |      
|--------------------------------------------- | ----------------------------- | ---------------------------- | -----
|
|
|Operating revenue                             |                               |                              |      
|                                              | Transportation                |                              | $    
|                                              | Marketing                     |                              |      
|                                              | Processing                    |                              |      
|                                              |                               |                              |      
|                                              |                               |                              | 181.3
|                                              |                               |                              |      
|Expenses                                      |                               |                              |      
|                                              | Power                         |                              |      
|                                              | Cost of natural gas           |                              |      
|                                              | Operating and administrative  |                              |      
|                                              | Depreciation and amortization |                              |      
|                                              |                               |                              |      
|                                              |                               |                              | 149.3
|                                              |                               |                              |      
|Operating income                              |                               |                              | 32.0 
|Interest and other income                     |                               |                              | 0.6  
|Interest expense                              |                               |                              | (14.7
|Minority interest                             |                               |                              | (0.2 
|                                              |                               |                              |      
|Net income                                    |                               | $                            | 17.7 
|                                              |                               |                              |      
|Net income per unit(Note 2)                   |                               | $                            | 0.43 
|                                              |                               |                              |      
|Weighted average units outstanding (millions) |                               |                              | 33.7 
|                                              |                               |                              |      

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

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ENBRIDGE ENERGY PARTNERS, L.P.  CONSOLIDATED STATEMENT OF CASH FLOWS

|                                                 |                                                                                 | Three months ended March 31,                 |                               
|------------------------------------------------ | ------------------------------------------------------------------------------- | -------------------------------------------- | ------------------------------
|
|
|Cash provided from operating activities          |                                                                                 |                                              |                               
|                                                 | Net income                                                                      |                                              | $                             
|                                                 | Adjustments to reconcile net income to cash provided from operating activities: |                                              |                               
|                                                 |                                                                                 | Depreciation and amortization                |                               
|                                                 |                                                                                 | Other                                        |                               
|                                                 |                                                                                 | Changes in operating assets and liabilities: |                               
|                                                 |                                                                                 |                                              | Accounts receivable and other 
|                                                 |                                                                                 |                                              | Oil overage balance           
|                                                 |                                                                                 |                                              | General Partner and affiliates
|                                                 |                                                                                 |                                              | Accounts payable and other    
|                                                 |                                                                                 |                                              | Interest payable              
|                                                 |                                                                                 |                                              | Property and other taxes      
|                                                 |                                                                                 |                                              |                               
|                                                 |                                                                                 |                                              | 52.2                          
|                                                 |                                                                                 |                                              |                               
|Investing activities                             |                                                                                 |                                              |                               
|                                                 | Repayments from affiliate                                                       |                                              |                               
|                                                 | Additions to property, plant and equipment                                      |                                              |                               
|                                                 | Changes in construction payables                                                |                                              |                               
|                                                 |                                                                                 |                                              |                               
|                                                 |                                                                                 |                                              | (29.1                         
|                                                 |                                                                                 |                                              |                               
|Financing activities                             |                                                                                 |                                              |                               
|                                                 | Variable rate financing, net                                                    |                                              |                               
|                                                 | Loan from Enbridge Energy Company, Inc., net                                    |                                              |                               
|                                                 | Proceeds from unit issuance, net(Note3)                                         |                                              |                               
|                                                 | Distributions to partners                                                       |                                              |                               
|                                                 | Minority interest                                                               |                                              |                               
|                                                 | Other                                                                           |                                              |                               
|                                                 |                                                                                 |                                              |                               
|                                                 |                                                                                 |                                              | (1.0                          
|                                                 |                                                                                 |                                              |                               
|Increase in cash and cash equivalents            |                                                                                 |                                              | 22.1                          
|Cash and cash equivalents at beginning of period |                                                                                 |                                              | 40.2                          
|                                                 |                                                                                 |                                              |                               
|Cash and cash equivalents at end of period       |                                                                                 | $                                            | 62.3                          
|                                                 |                                                                                 |                                              |                               

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

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ENBRIDGE ENERGY PARTNERS, L.P.  CONSOLIDATED STATEMENT OF FINANCIAL POSITION

|                                   |                                                                                                    | March 31,
2002 |         | December 31,
2001
|---------------------------------- | -------------------------------------------------------------------------------------------------- | -------------- | ------- | -----------------
|
|
|ASSETS                            
|Current assets                     |                                                                                                    |                |         |                  
|                                   | Cash and cash equivalents                                                                          |                | $       | 62.3             
|                                   | Due from General Partner and affiliates                                                            |                |         |                 
|                                   | Advances to affiliate                                                                              |                |         | 2.4              
|                                   | Accounts receivable and other                                                                      |                |         | 70.2             
|                                   | Materials and supplies                                                                             |                |         | 8.5              
|                                   |                                                                                                    |                |         |                  
|                                   |                                                                                                    |                | 143.4   |                  
|Deferred charges and other         |                                                                                                    |                | 40.7    |                  
|Property, plant and equipment, net |                                                                                                    |                | 1,498.5 |                  
|                                   |                                                                                                    |                |         |                  
|                                   |                                                                                                    | $              | 1,682.6 |                  
|                                   |                                                                                                    |                |         |                  
|LIABILITIES AND PARTNERS' CAPITAL 
|Current liabilities                |                                                                                                    |                |         |                  
|                                   | Due to General Partner and affiliate                                                               |                | $       | 9.4              
|                                   | Oil overage balance                                                                                |                |         | 10.3             
|                                   | Accounts payable and other                                                                         |                |         | 51.5             
|                                   | Interest payable                                                                                   |                |         | 19.1             
|                                   | Property and other taxes payable                                                                   |                |         | 15.7             
|                                   | Other deferred costs                                                                               |                |         | 1.1              
|                                   | Loans from Enbridge Energy Company, Inc.                                                           |                |         | 51.5             
|                                   | Short-term debt(Note 4)                                                                            |                |         | 130.0            
|                                   |                                                                                                    |                |         |                  
|                                   |                                                                                                    |                | 288.6   |                  
|Long-term debt(Note 4)             |                                                                                                    |                | 683.4   |                  
|Minority interest                  |                                                                                                    |                | 3.4     |                  
|Other deferred costs               |                                                                                                    |                | 1.6     |                  
|                                   |                                                                                                    |                |         |                  
|                                   |                                                                                                    |                | 977.0   |                  
|Partners' capital                  |                                                                                                    |                |         |                  
|                                   | Class A common unitholders (Units authorized and issued31,253,634 in 2002 and 29,053,634 in 2001) |                |         | 647.1            
|                                   | Class B common unitholders (Units authorized and issued3,912,750)                                 |                |         | 53.4             
|                                   | General Partner                                                                                    |                |         | 7.7              
|                                   | Accumulated other comprehensive gain (loss)                                                        |                |         | (2.6             
|                                   |                                                                                                    |                |         |                  
|                                   |                                                                                                    | $              | 705.6   |                  
|                                   |                                                                                                    |                |         |                  
|                                   |                                                                                                    | $              | 1,682.6 |                  
|                                   |                                                                                                    |                |         |                  

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

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ENBRIDGE ENERGY PARTNERS, L.P.  CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL

|                                              |  | Three months ended March 31, 2002 |     
|--------------------------------------------- |  | --------------------------------- | ----
|
|
|Partners' Capital at December 31, 2001        |  | $                                 | 6.5 
|Allocation of Net Proceeds from Unit Issuance |  |                                   | 0.9 
|Net Income Allocation                         |  |                                   | 3.2 
|Distributions to Partners                     |  |                                   | (2.9
|Floating to Fixed Interest Rate Swaps         |  |                                   |    
|                                              |  |                                   |     
|Partners' Capital at March 31, 2002           |  | $                                 | 7.7 
|                                              |  |                                   |     

The accompanying notes to the Consolidated Financial Statements are an integral part of these statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)





| |  | Period ended March 31,                                               |  | 2002 |      | 2001 |  
| |  | -------------------------------------------------------------------- |  | ---- | ---- | ---- | -
| |  | Net income                                                           |  | $    | 17.7 |      | $
| |  |                                                                      |  |      |      |      |  
| |  | Net income allocated to General Partner                              |  |      | (0.2 | )    |  
| |  | Incentive distributions and historical cost depreciation adjustments |  |      | (3.0 | )    |  
| |  |                                                                      |  |      |      |      |  
| |  |                                                                      |  |      | (3.2 | )    |  
| |  |                                                                      |  |      |      |      |  
| |  | Net income allocable to Common Units                                 |  | $    | 14.5 |      | $
| |  |                                                                      |  |      |      |      |  
| |  | Weighted average units outstanding(millions)                         |  |      | 33.6 |      |  
| |  |                                                                      |  |      |      |      |  
| |  | Net income per unit                                                  |  | $    | 0.43 |      | $
| |  |                                                                      |  |      |      |      |  





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|                              |  | As of or for the Quarter Ended March 31, 2002 |        
|----------------------------- |  | --------------------------------------------- | -------
|
|Operating revenues            |  | $                                             | 82.8   
|                              |  |                                               |        
|Power                         |  |                                               | 13.6   
|Cost of natural gas           |  |                                               |       
|Operating and administrative  |  |                                               | 23.0   
|Depreciation and amortization |  |                                               | 16.2   
|                              |  |                                               |        
|Operating Income              |  |                                               | 30.0   
|Interest and other            |  |                                               |       
|Interest expense              |  |                                               |       
|                              |  |                                               |        
|                              |  |                                               | 30.0   
|Minority interest             |  |                                               |       
|                              |  |                                               |        
|Net income                    |  |                                               | 30.0   
|                              |  |                                               |        
|Total Assets                  |  |                                               | 1,423.4
|                              |  |                                               |        
|Capital Expenditures          |  |                                               | 26.9   
|                              |  |                                               |        



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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Net income for the first quarter of 2002 was $17.7 million, or $0.43 per unit, compared with 2001 first quarter net income of $10.1 million, or
$0.27 per unit, an increase of $7.6 million, or $0.16 per unit. The increase in net income was a result of higher earnings on the Lakehead System, as well as contributions from the newly
acquired North Dakota and East Texas systems in the first quarter of 2002. The comparative numbers for the first quarter of 2001 did not include earnings from the North Dakota or East Texas systems,
as these systems were purchased in the second quarter and fourth quarter of 2001, respectively. Earnings per unit were higher due to increased net income offset by a greater number of units
outstanding. The weighted-average number of Common Units outstanding increased from 28.9 million for the first quarter of 2001 to 33.7 million for the first quarter of 2002, primarily as
a result of the issuance of Class A Common Units during 2001 and the first quarter of 2002.

Operating revenue for the first quarter of 2002 was $181.3 million, or $109.4 million higher than the first quarter of 2001. This increase is primarily due to the inclusion
of revenue from the East Texas System of $99.2 million, the North Dakota System of $2.9 million and an increase in the Lakehead System revenue of $7.3 million.    
Revenue on the Lakehead System was higher than the same period in 2001 due to an increase in the indexed tariff effective July 1, 2001 of 2.9%, an increase in the Terrace expansion tariff of
approximately 1.3 cents per barrel effective April 1, 2001 and a longer average haul distance. These increases were partially offset by reduced deliveries over the same period.

Deliveries averaged 1.314 million barrels per day ("bpd") for the first quarter of 2002, down approximately 2.4% from the 1.347 million bpd averaged for the first quarter
of 2001. The Partnership anticipates that deliveries will improve over the second half of 2002 to average between 1.33 and 1.40 million bpd on a full year basis.

Total operating expense for the first quarter 2002 increased $102.1 million from the corresponding period of 2001 from $47.2 million to $149.3 million. The increase
resulted from the inclusion of



operating expenses of $96.9 million related to the East Texas System, operating expenses of $1.3 million related to the North Dakota System and higher operating expenses on the Lakehead
System of $3.9 million. Operating expenses on the Lakehead System were higher due to an increase in power costs of $1.6 million and an increase in various other operating and
administrative costs of $2.0 million. Higher in-line inspection costs and a reduced pension credit were offset by lower oil measurement losses and an increase in capitalized charges due to the
increased construction activity on the Terrace expansion project. Although deliveries decreased in the first quarter of 2002 compared to the first quarter of 2001, power costs were higher, reflecting
an increase in the amount of heavy crude oil relative to the amount of lighter crude oil transported on the system and a longer average haul.

Interest expense was $14.7 million for the first quarter of 2002, compared to $15.2 million for the same period in 2001. The decrease was attributable to lower interest
rates and lower average amounts of debt outstanding, because interim debt financing associated with recent system acquisitions and expansions was reduced with the proceeds from the issuance of
Class A Common Units in February 2002.

Liquidity and Capital Resources

The primary cash requirements for the Partnership consist of normal operating expenses, maintenance and expansion capital expenditures, debt service payments,
distributions to partners and acquisitions of new businesses. Short-term cash requirements, such as operating expenses, maintenance

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capital expenditures and quarterly distributions to partners are expected to be funded by operating cash flows. Long-term cash requirements for expansion projects and acquisitions are
expected to be funded by several sources, including cash flows from operating activities, borrowings under bank credit facilities and the issuance of additional equity and debt securities. The
Partnership's ability to complete future debt and equity offerings and the timing of any such offerings will depend on various factors including prevailing market conditions, interest rates and the
financial condition of the Partnership.

At
March 31, 2002, cash and cash equivalents totaled $62.3 million, as compared to $40.2 million at December 31, 2001. Of this $62.3 million,
$34.7 million ($0.90 per unit) will be used for the cash distribution payable May 15, 2002, with the remaining $27.6 million available for capital expenditures or other business
needs.

Cash flow from operating activities for first quarter 2002 was $52.2 million, as compared with $46.7 million for the same period in 2001. Cash flow from operating
activities increased due to higher net income. At March 31, 2002, the Partnership had working capital of ($145.2) million, which represented an increase of $26.1 million from
working capital of ($171.3) million as of December 31, 2001. The increase was primarily a result of higher cash and accounts receivable balances in 2002.

In the first quarter of 2002, the Partnership made capital expenditures of $30.0 million, of which $4.6 million was for pipeline system enhancements, $0.9 million
for core maintenance activities and $24.5 million for the Terrace expansion project. The Partnership anticipates spending approximately $16.0 million for pipeline system enhancements,
$17.0 million for core maintenance, and $185.0 million for the Terrace expansion project on the Lakehead System in 2002. Excluding major expansion projects, ongoing capital expenditures
are expected to average approximately $30.0 million on an annual basis (approximately 55% for core maintenance and 45% for enhancement of the systems). Core maintenance activities, such as the
replacement of equipment and preventive maintenance programs, will be undertaken to enable the Partnership's systems to continue to operate at their maximum operating capacity. Enhancements to the
systems, such as renewal and replacement of pipe, are expected to extend the life of the systems and permit the Partnership to respond to developing industry and government standards and the changing
service expectations of its customers.

On January 29, 2002, the Partnership established two new unsecured credit facilities, a $300.0 million three-year term facility and a $300.0 million
364-day facility, to replace the original $350.0 million revolving credit facility. Under the terms of these new facilities, the Partnership and the Operating Partnership may borrow
funds up to a combined maximum of $300.0 million under the three-year term facility and a combined maximum of $300.0 million under the 364-day facility. In
addition, when no default exists, the Partnership may designate any of its material subsidiaries to borrow under either or both the facilities, subject to complying with certain administrative
procedures. Any borrowings under either facility will be guaranteed by the Partnership, the Operating Partnership and any of their material subsidiaries, unless that entity is the borrower. Upon
closing on these new credit facilities, indebtedness under the original $350.0 million revolving credit facility was repaid with indebtedness drawn under these new credit facilities and the
original $350.0 million revolving credit facility was terminated. As at March 31, 2002, the Partnership and the Operating Partnership had borrowed approximately $204.0 million
under the two new credit facilities.

On March 4, 2002, the Partnership issued 2.2 million Class A Common Units at $42.75 per unit. The proceeds from the offering, net of underwriters' discounts and
commissions and issuance expenses, were approximately $90.8 million. Of that amount, a portion was used to repay indebtedness to an affiliate that was incurred to finance the acquisitions of
the East Texas and North Dakota systems. The balance of the net proceeds was used to repay a portion of the amount outstanding under the Partnership's revolving credit facilities. Borrowings under
those facilities were used to fund the Terrace expansion program on the Lakehead System and other capital enhancements. Subsequent to this unit issuance, additional amounts were borrowed under the
revolving credit facilities for general operations

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and debt reserves. On April 3, 2002, an additional 60,000 Class A Common Units were issued in connection with the underwriter's exercise of the over-allotment option granted
in connection with the March 4, 2002 offering, resulting in additional proceeds of approximately $2.5 million. These offerings increased the number of Class A Common Units
outstanding to 31,313,634.

The Partnership has on file with the Securities and Exchange Commission a $500.0 million shelf registration statement for the issuance of Class A Common Units. The purpose
of this registration statement is to give the Partnership flexibility to respond quickly to attractive financing opportunities in the capital markets as it pursues its growth strategy and manages its
debt obligations. As of March 31,



2002, approximately $311.0 million in Class A Common Units remained available for issuance under this registration statement.

General

Future Prospects

The Partnership's objective is to continue to grow cash distributions by profitably expanding the Lakehead System and by pursuing operating efficiencies in
existing and newly acquired assets. The Partnership also plans to grow cash distributions by utilizing the stable cash flows of the Lakehead System and its ability to access capital markets to:



The Partnership anticipates an increased availability of attractive acquisition targets as major energy companies rationalize their business portfolios and smaller companies sell assets
to reduce leverage. The Partnership believes that it is well positioned to participate in these opportunities because it is an established, low cost operator with a strong track record of reliability.
The Partnership also anticipates that it may seek to acquire assets from affiliates of Enbridge Inc., including the General Partner of the Partnership. The Partnership expects that it will
finance acquisitions through both debt and equity financing structures.

Regulatory Issues

On March 12, 2002, the Partnership filed a new tariff with the FERC, which took effect April 1, 2002. This new tariff reflects the annual adjustment
to the SEP II surcharge, including a true-up of the 2001 actual SEP II cost of service, along with an estimate for 2002. The amount of the true-up of the 2001 actual SEP II
cost of service was $4.3 million, including interest. The tariff allows the Partnership to recover the cost of service for SEP II facilities and earn a return on its SEP II equity investment,
which varies with the utilization of SEP II capacity on the Enbridge System in western Canada. During 2002, the Partnership will earn a 7.5% return on its SEP II equity investment, the minimum
provided in the SEP II Tariff Agreement.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Partnership's financial instrument market risk is impacted by changes in interest rates. The Partnership's exposure to movements in interest rates is managed
through its long-term debt ratio target, its allocation of fixed and floating rate debt and the use of interest rate risk management agreements. Information about the Partnership's
financial instruments, which are sensitive to changes in interest rates has not changed from that presented in the Partnership's 2001 Annual Report on Form 10-K.

As the Partnership does not own the crude oil and NGLs it transports on the Lakehead System, its cash flows from that system are not directly impacted by changes in commodity prices.
However, commodity prices have a direct impact on the underlying supply and demand for crude oil and NGLs, which impacts volumes transported by the Partnership on the Lakehead System.

With
the Partnership's acquisition of the East Texas System on November 30, 2001, a portion of the Partnership's earnings and cash flows are exposed to movements in the prices of
natural gas and NGLs. The Partnership has entered into hedge transactions to help maintain a stable revenue stream. The Partnership does not enter into derivative instruments for speculative purposes.

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PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Partnership is a participant in various legal proceedings arising in the ordinary course of business. Some of these proceedings are covered, in whole or in
part, by insurance. The Partnership believes that the outcome of all these proceedings will not, individually or in the aggregate, have a material adverse effect on the financial condition of the
Partnership.

For
information regarding other legal proceedings arising in 2001 or with regard to which material developments were reported during 2001, see Part I. Item 3., "Legal
Proceedings," in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2001.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

None.



13

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

| |  | ENBRIDGE ENERGY PARTNERS, L.P.(Registrant)
| |  | ------------------------------------------
| |  | By:                                       
| |  |                                           
| |  |                                           

Dated: May 15, 2002

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